Keeping a company in good standing: annual returns and Registry filings, registers and minute books, meetings and resolutions, and the restoration of companies struck off for not filing. Anti-money-laundering compliance and training for the businesses and non-profits the law requires it of.
Which of these is you?
- A company that has fallen behind What is unfiled, what the penalties are, whether it has been struck off, and the order in which it is brought current or restored.
- A company kept current The year's filings and meetings handled as they fall due, with a registered office and secretarial support where wanted.
- A business brought within the AML/CFT regime Whether it is a listed business, then registration, the compliance officer, the written programme, and the training.
- A non-profit organisation Registration and the obligations that follow it.
- Training AML/CFT sessions for staff or a board, built around what that business actually does.
Ask about this
Have a company filing or compliance matter?
Name the company and say what it has, or has not, filed. If a notice has arrived, say so.
What this covers
Filings and the Registry
- Annual returns due every year within thirty days of the company's anniversary, whether or not it traded
- Changes of directors, secretary and registered office notified to the Registrar when they happen
- Restoration of struck-off companies bringing a company back onto the register, with the filings it missed
- External companies the annual return a foreign company registered here must file
- Beneficial ownership the register of the people who ultimately own or control the company, and the returns filed with the Registrar at incorporation and whenever it changes
Governance
- Statutory registers and minute books the record of who owns the company and what its directors decided
- Annual general meetings notice, what goes before the meeting, and the conduct of it
- Resolutions of directors and of shareholders, including written resolutions in place of a meeting
- Corporate secretarial support the company's paperwork run through the year
Anti-money-laundering (AML/CFT)
- Registration with the Financial Intelligence Unit for businesses the law lists as supervised entities
- Compliance officers and programmes the appointment, and the written programme the business follows
- AML/CFT training for a company's staff, and for the boards of non-profit organisations
- Suspicious transaction reporting what must be reported, and to whom
Handled elsewhere
- Incorporation, shareholders' agreements, mergers and restructuring Corporate and Commercial Law
- A dispute between shareholders Civil Litigation
How it works
Everything begins with a consultation. You set out where the company stands, or what the business has been told it must do. That conversation is for working out what is outstanding, what the exposure is, and the sequence that puts it right.
- The position. What has been filed and what has not, whether the company is still on the register, and whether the business falls within the anti-money-laundering rules.
- Bringing it current. Missing returns and notices filed, penalties dealt with, the company restored if it was struck off, and registration and the compliance programme put in place.
- Keeping it current. The year's filings, meetings, registers and training handled as they fall due.
In detail
Staying on the register
A company exists because a certificate says so, and it stays on the register because someone files what the Companies Act requires, when it requires it. Most companies struck off the register in Trinidad and Tobago were not doing anything wrong. They stopped filing.
The annual return is the one most often missed. It is due within thirty days of the anniversary of the company's incorporation every year, whether or not the company traded, and the penalty for lateness accrues for every month it stays unfiled, up to a cap. Changes happen between returns too: a change of directors is notified to the Registrar within thirty days, and a change of registered office within fifteen.
Struck off, and restored
A company that goes on not filing is eventually struck off. It should not trade while it is off the register, and striking off does not end the liabilities of the company or its directors. Restoration is by application to the Registrar within three years of the strike-off, with the returns, documents, fees and penalties that were missed. After that it needs an order of the court.
Beneficial ownership
A company must also keep a register of its beneficial owners, broadly anyone who owns or controls ten per cent or more of it, or otherwise controls it, and report them to the Registrar at incorporation and within thirty days of any change. Missing it carries fines and can lead to strike-off.
Registers, meetings and resolutions
The Act also requires a registered office, a secretary, and registers kept up to date. It requires an annual meeting of shareholders, the first within eighteen months of incorporation and each later one within fifteen months of the last, with rules on notice and on what is put before it. It allows the shareholders to act instead by a resolution in writing that they all sign. None of this is difficult. All of it is neglected in a company whose directors are also its only shareholders and see no point in minuting a meeting with themselves, until a bank, a buyer or a court asks for the minute book.
Anti-money-laundering
Anti-money-laundering law reaches well beyond banks. The Proceeds of Crime Act lists the kinds of business that are supervised, and the Financial Intelligence Unit supervises them. A listed business has to register with the Unit, appoint a compliance officer, keep the prescribed records, train its people, and report suspicious transactions. Registration is due within thirty days of starting business or incorporating, whichever is earlier, lasts five years and must be renewed, and the Unit can refuse or cancel it if the business, or an owner, director or senior employee, is not fit and proper. Non-profit organisations are no longer listed businesses and do not register with the Unit. They register with the Registrar General and have obligations of their own under the Non-Profit Organisations Act, and the Unit oversees, on a risk-based approach, those identified as at risk in a sector or national risk assessment.
Where this page stops
Forming the company, and what its owners agree between themselves, is corporate and commercial work. A fight between shareholders is civil litigation. What is done here is the keeping in order, the returns, the registers, the meetings and the compliance programme, so that when someone checks, the company is what its certificate says it is.
Questions
What does a company have to file every year in Trinidad and Tobago?
An annual return, within thirty days of the anniversary of its incorporation, every year, whether or not it traded. Changes are filed as they happen, not saved for the return: a change of directors within thirty days, a change of registered office within fifteen, and a change in beneficial ownership within thirty.
My company was struck off. Can it be brought back?
Usually, if you act in time. Within three years of the strike-off, the company applies to the Registrar in the prescribed form, files every missing return and notice, and pays the fees and penalties. After three years it needs a court order, and the court must be satisfied that the company was carrying on business or in operation when it was struck off, and that restoring it is just. Until it is restored it should not trade, and its liabilities, and its directors', continue.
What happens if the annual return is late?
A penalty for every month or part of a month it stays unfiled, up to a cap, and, if the default continues, strike-off. Filing late is also an offence, which the Registrar can now allow to be settled by paying an administrative fine. Late-filing penalties have from time to time been waived for filings made within a set period, but that is a concession, not a right.
Does my business have to register with the Financial Intelligence Unit?
If it is one of the businesses listed in the Proceeds of Crime Act, or a non-regulated financial institution under the Financial Intelligence Unit Act, yes, within thirty days of starting business or incorporating, whichever is earlier. Failing to register is an offence, and the compliance officer, records, training and reporting are required regardless. Registration now lasts five years, and renewal is applied for at least three months before it expires. Whether a particular business is listed depends on what it actually does, and is checked against the Act.
Do we have to hold an AGM if we are the only shareholders?
The Act requires an annual meeting of shareholders: the first within eighteen months of incorporation, then within fifteen months of the last. A resolution in writing, signed by all the shareholders entitled to vote, can take the meeting's place. Either way, the record has to exist. A company with no minute book has a problem the day anyone asks for it.
Does a non-profit organisation have anti-money-laundering obligations?
Not in the way a listed business does. Since 15 August 2025 non-profits are no longer listed businesses under the Proceeds of Crime Act, and they do not register with the Financial Intelligence Unit. A non-profit must still be registered with the Registrar General and keep up the filings and records the Non-Profit Organisations Act requires. The Unit oversees, on a risk-based approach, only those non-profits identified as at risk in a sector or national risk assessment.